| # | Title | Rating | Length |
|---|
| 1 | All or Nothing at All | | 2:57 |
| 2 | I'll Be Seeing You | | 3:06 |
| 3 | Shake Down the Stars | | 3:31 |
| 4 | Say It | | 3:23 |
| 5 | Fools Rush In (Where Angels Fear to Tread) | | 3:13 |
| 6 | Imagination | | 3:12 |
| 7 | East of the Sun (And West of the Moon) | | 3:18 |
| 8 | I'll Never Smile Again- double bass:
- Sid Weiss (on 1940-05-23)
- drums (drum set):
- Buddy Rich (on 1940-05-23)
- guitar:
- Clark Yocum (on 1940-05-23)
- piano:
- Joe Bushkin (on 1940-05-23)
- saxophone:
- Don Lodice (on 1940-05-23), Paul Mason (on 1940-05-23), Johnny Mince (on 1940-05-23), Hymie Shertzer (on 1940-05-23) and Fred Stulce (on 1940-05-23)
- trombone:
- George Arus (on 1940-05-23), Les Jenkins (on 1940-05-23) and Lowell Martin (on 1940-05-23)
- trumpet:
- Bunny Berigan (on 1940-05-23), Jimmy Blake (on 1940-05-23), Leon Dubrow (on 1940-05-23) and Ray Linn (on 1940-05-23)
- lead vocals:
- Frank Sinatra (on 1940-05-23)
- orchestra:
- Tommy Dorsey and His Orchestra (on 1940-05-23)
- conductor:
- Tommy Dorsey (on 1940-05-23)
- arranger:
- Fred Stulce
- recorded at:
- RCA Studio 2 in New York, New York, United States (on 1940-05-23)
- recording of:
- I’ll Never Smile Again (on 1940-05-23)
- lyricist and composer:
- Ruth Lowe
- publisher:
- MCA Music , MCA Music Publishing , MCA, Inc. , Pickwick Music , Universal Music Corp. and Universal‐MCA Music Publishing
- sub-publisher:
- シンコーミュージック・エンタテイメント and ユニバーサル・ミュージック・パブリッシング Synch事業部
| 2 | 3:10 |
| 9 | Whispering- double bass:
- Sid Weiss (on 1940-06-13)
- drums (drum set):
- Buddy Rich (on 1940-06-13)
- guitar:
- Clark Yocum (on 1940-06-13)
- piano:
- Joe Bushkin (on 1940-06-13)
- saxophone:
- Don Lodice (on 1940-06-13), Paul Mason (on 1940-06-13), Johnny Mince (on 1940-06-13), Hymie Shertzer (on 1940-06-13) and Fred Stulce (on 1940-06-13)
- trumpet:
- Bunny Berigan (on 1940-06-13) and Jimmy Blake (on 1940-06-13)
- lead vocals:
- Frank Sinatra (on 1940-06-13)
- performer:
- The Pied Pipers
- arranger:
- Fred Stulce
- recorded at:
- RCA Studio 2 in New York, New York, United States (on 1940-06-13)
- recording of:
- Whispering (on 1940-06-13)
- lyricist:
- Richard Coburn (in 1920) and Malvin Schönberger (in 1920)
- composer:
- Vincent Rose (in 1920) and John Schoenberger (in 1920)
- publisher:
- EMI Miller Catalog, Inc., EMI United Partnership Ltd., Fisher Music Corp., Redwood Music Ltd. and Sherman, Clay & Co. (in 1920)
| | 2:56 |
| 10 | The One I Love Belongs to Someone Else- bass:
- Sid Weiss (on 1940-06-27)
- drums (drum set):
- Buddy Rich (on 1940-06-27)
- guitar:
- Clark Yocum (on 1940-06-27)
- piano:
- Joe Bushkin (on 1940-06-27)
- saxophone:
- Don Lodice (on 1940-06-27), Paul Mason (on 1940-06-27), Johnny Mince (on 1940-06-27), Hymie Shertzer (on 1940-06-27) and Fred Stulce (on 1940-06-27)
- trombone:
- George Arus (on 1940-06-27), Les Jenkins (on 1940-06-27) and Lowell Martin (on 1940-06-27)
- trumpet:
- Bunny Berigan (on 1940-06-27), Jimmy Blake (on 1940-06-27), Clyde Hurley (on 1940-06-27) and Ray Linn (on 1940-06-27)
- lead vocals:
- Frank Sinatra (on 1940-06-27)
- conductor:
- Tommy Dorsey
- performer:
- The Pied Pipers
- arranger:
- Sy Oliver
- recorded at:
- RCA Studio 2 in New York, New York, United States (on 1940-06-27)
- recording of:
- The One I Love (Belongs to Somebody Else) (on 1940-06-27)
- lyricist:
- Gus Kahn
- composer:
- Isham Jones
- publisher:
- Bantam Music Publishing Co., Gilbert Keyes Music Company, Gus Kahn Music Co., The Songwriters Guild, WB Music Corp. and Milton Weil Music Co. (on 1924-01-07)
| | 3:30 |
| 11 | Our Love Affair | | 3:00 |
| 12 | Oh! Look at Me Now- bass:
- Sid Weiss (on 1941-01-06)
- drums (drum set):
- Buddy Rich (on 1941-01-06)
- guitar:
- Clark Yocum (on 1941-01-06)
- piano:
- Joe Bushkin (on 1941-01-06)
- saxophone:
- Don Lodice (on 1941-01-06), Paul Mason (on 1941-01-06), Johnny Mince (on 1941-01-06), Bill Shine (on 1941-01-06) and Fred Stulce (on 1941-01-06)
- trombone:
- George Arus (on 1941-01-06), Dave Jacobs (on 1941-01-06) and Les Jenkins (on 1941-01-06)
- trumpet:
- Bob Alexy (on 1941-01-06), Jimmy Blake (on 1941-01-06), Lee Castle (on 1941-01-06) and Ziggy Elman (on 1941-01-06)
- vocals:
- Connie Haines (on 1941-01-06), John Huddleston (on 1941-01-06), Chuck Lowry (on 1941-01-06), The Pied Pipers (on 1941-01-06), Jo Stafford (on 1941-01-06) and Clark Yocum (on 1941-01-06)
- conductor:
- Tommy Dorsey (on 1941-01-06)
- arranger:
- Sy Oliver
- recorded at:
- RCA Studio 2 in New York, New York, United States (on 1941-01-06)
- recording of:
- Oh! Look at Me Now (on 1941-01-06)
- lyricist:
- John DeVries (in 1941)
- composer:
- Joe Bushkin (in 1941)
- publisher:
- Campbell Connelly, Embassy Music Corporation and Hampshire House Publishing Corp.
| | 3:14 |
| 13 | It's Always You | | 3:14 |
| 14 | Dolores | | 2:54 |
| 15 | I Tried | | 3:16 |
| 16 | Without a Song- recording of:
- Without a Song
- lyricist:
- Edward Eliscu and Billy Rose
- composer:
- Vincent Youmans
- publisher:
- Anne-Rachel Music Corp., CBS Miller Catalog, Inc., Chappell & Co., EMI Miller Catalog, Inc., Johnny Mathis Music, Inc., LSQ Music Co., Miller Music Corp., The Songwriters Guild and WB Music Corp.
- part of:
- Great Day!
| | 4:28 |
| 17 | Everything Happens to Me- bass:
- Sid Weiss (on 1941-02-07)
- drums (drum set):
- Buddy Rich (on 1941-02-07)
- guitar:
- Clark Yocum (on 1941-02-07)
- piano:
- Joe Bushkin (on 1941-02-07)
- saxophone:
- Heinie Beau (on 1941-02-07), Don Lodice (on 1941-02-07), Paul Mason (on 1941-02-07), Johnny Mince (on 1941-02-07) and Fred Stulce (on 1941-02-07)
- trombone:
- George Arus (on 1941-02-07), Les Jenkins (on 1941-02-07) and Lowell Martin (on 1941-02-07)
- trumpet:
- Jimmy Blake (on 1941-02-07), Ziggy Elman (on 1941-02-07), Ray Linn (on 1941-02-07) and Chuck Peterson (on 1941-02-07)
- lead vocals:
- Frank Sinatra (on 1941-02-07)
- conductor:
- Tommy Dorsey (on 1941-02-07)
- arranger:
- Axel Stordahl
- recorded at:
- RCA Studio 2 in New York, New York, United States (on 1941-02-07)
- recording of:
- Everything Happens to Me (on 1941-02-07)
- lyricist:
- Tom Adair
- composer:
- Matt Dennis
- publisher:
- Commander Publications, Dorsey Brothers Music, Embassy Music Corporation and Music Sales Corporation
- sub-publisher:
- ミュージック・セールス
| | 3:10 |
| 18 | Somewhere a Voice Is Calling- alto saxophone:
- Fred Stulce (on 1942-03-09)
- bass:
- Phil Stevens (on 1942-03-09)
- drums (drum set):
- Buddy Rich (on 1942-03-09)
- guitar:
- Clark Yocum (on 1942-03-09)
- instruments:
- Manny Gershman (on 1942-03-09)
- piano:
- Milt Raskin (on 1942-03-09)
- tenor saxophone:
- Heinie Beau (on 1942-03-09), Don Lodice (on 1942-03-09) and Bruce Snyder (on 1942-03-09)
- trombone:
- George Arus (on 1942-03-09), Dave Jacobs (on 1942-03-09) and Jimmy Skiles (on 1942-03-09)
- trumpet:
- Jimmy Blake (on 1942-03-09), Ziggy Elman (on 1942-03-09), Manny Klein (on 1942-03-09), Chuck Peterson (on 1942-03-09) and Al Stearns (on 1942-03-09)
- lead vocals:
- Frank Sinatra (on 1942-03-09)
- conductor:
- Tommy Dorsey (on 1942-03-09)
- arranger:
- Sy Oliver
- recorded at:
- RCA Studios in Hollywood, Los Angeles, California, United States (on 1942-03-09)
- recording of:
- Somewhere a Voice Is Calling (on 1942-03-09)
- lyricist:
- Eileen Newton (in 1901)
- composer:
- Arthur F. Tate (in 1901)
- publisher:
- Francis, Day & Hunter Ltd., T.B. Harms Co. and Warner Bros. Music
| | 3:06 |